1. Represents the forfeiture of a portion of the restricted shares granted to the reporting person in 2011 due to the failure to achieve performance goals established by the Compensation Committee.

2. Represents the sale of shares to satisfy tax withholding obligations due upon the vesting of restricted stock previously granted to the reporting person. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.

3. This transaction was executed in multiple trades at prices ranging from $31.77 to $32.00. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.

Remarks:

/s/ Chad C. White, By Power of Attorney

05/22/2014

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).